Articles of Amendment and Restatement to Amend the Articles of Incorporation

Transcription

1 Articles of Amendment and Restatement to Amend the Articles of Incorporation Green Acres School s original Articles of Incorporation were filed in 1937 and were amended in 1940 and They now are out of date and are not in accordance with current standards of best practice. The proposed new Articles were written to conform to current practices; they do not introduce any changes into the nature of the Corporation. They have been reviewed by the School s attorney and were approved but the Board of Trustees on March 3. If they are approved by the Corporation, they will be filed with the State of Maryland. Should you wish to compare the proposed Amendment and Restatement of Articles of Incorporation with the current Articles of Incorporation, you can find the current ones on the School s website. The proposed Articles of Amendment and Restatement, approved by the Board, follow this cover note in a separate attachment. 1

2 ARTICLES OF AMENDMENT AND RESTATEMENT OF GREEN ACRES SCHOOL, INCORPORATED (a Maryland nonstock, non-profit corporation) Green Acres School, Incorporated (hereinafter, the Corporation ) hereby certifies to the Maryland State Department of Assessments and Taxation the following: a. Date of Incorporation; Amendment and Restatement of Articles of Incorporation. The Corporation was originally incorporated on February 23, 1937 by filing a Certificate of Incorporation with the State Tax Commission of Maryland. The Corporation thereafter amended said Articles of Incorporation pursuant to the Maryland General Corporation Law (the MGCL ) on March 14, 1940 and again on May 10, The Corporation now desires to amend and restate its charter by filing these Articles of Amendment and Restatement pursuant to Section of the MGCL. b. Advised and Approved by Board of Directors. Pursuant to Section of the MGCL, the Corporation s Board of Directors (the Board ) approved a resolution on March 4, 2016 whereby the Board deemed it advisable and in the best interests of the Corporation to amend and restate the Corporation s charter in its entirety as set forth herein, and further advised and recommended that these Articles of Amendment and Restatement be approved by the members of the Corporation (the Members ). c. Approval by Members. These Articles of Amendment and Restatement were approved by the Members at a meeting of the Members held on April 14, 2016, in accordance with the Corporation s Bylaws and the provisions of Section of the MGCL. d. Effective Date. These Articles of Amendment and Restatement shall be effective on the date they are accepted for filing by SDAT. The text of the Corporation s charter is hereby amended and restated in its entirety by these Articles of Amendment and Restatement as follows: FIRST: The name of the Corporation is Green Acres School, Incorporated. SECOND: The Corporation is formed to further and promote exclusively charitable, religious, educational, and/or scientific purposes, and the business and objects to be carried on and promoted by it are: (1) to operate a coeducational, progressive school up through eighth grade; (2) to perform all activities permitted corporations under the General Laws of the State of Maryland, to the extent such activities are permitted of organizations which are exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) (the Code ) and 2

3 contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Code; (3) to otherwise operate in furtherance of the Corporation s charitable, religious, educational, and/or scientific purposes, and in the course of such operation: (a) (b) (c) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons unless allowed by Section 501(c)(3) of the Code and the General Laws of the State of Maryland, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provisions of the Corporation s governing documents, the Corporation shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Code. THIRD: The present address of the principal office of the Corporation in the State of Maryland is Danville Drive, Rockville, Maryland FOURTH: The name and address of the resident agent of the Corporation in the State of Maryland is The Corporation Trust Incorporated, 351 West Camden Street, Baltimore, Maryland FIFTH: The Corporation is not authorized to issue capital stock. SIXTH: The membership of the Corporation shall be as set forth in the Bylaws of the Corporation. SEVENTH: The management and affairs of the Corporation shall be vested in a Board of Directors. The number of Directors of the Corporation shall be as set forth in the Bylaws of the Corporation, but shall never be less than the minimum number permitted by the General Laws of the State of Maryland now or hereafter in force. The names of the current directors who will serve until the next annual meeting and until their successors are elected and qualify are as follows: (i) Elise Becher, (ii) Steve Boyle, (iii) Neal Brown, (iv) Joe Cabush, (v) Kara Combs, 3

4 (vi) Darryl Edelstein, (vii) Michael Gaba, (viii) Rhonda Henley, (ix) Amber Jamil, (x) Greg Kaufmann, (xi) Robert Kosasky, (xii) Jon Nevett, (xiii) Josh Orenstein, (xiv) Rene Todd Madox, (xv) Linda Matkovic, (xvi) Irene Murshed, (xvii) Adam Porter, (xviii) Michael Ravitch, (xix) Larissa Powers, (xx) Howard Steinman, (xxi) Carisa Suleman, (xxii) Sarah Werner, and (xiii) Abdullah Wright. The Directors shall be elected in the manner provided in the Bylaws. EIGHTH: Upon the dissolution of the Corporation, the disposition of all the assets of the Corporation shall be in a manner as provided by the Board and in accordance with the following: (1) The paying of or the making of provision for the payment of all of the liabilities, direct or indirect, contingent or otherwise, including without limitation, all liabilities evidenced in all outstanding loan agreements, credit agreements, master indentures and other similar documents. (2) All assets remaining after the payment of all of the liabilities of the Corporation shall be distributed to the members of the Corporation if such members are exempt organizations under Section 501(c)(3) of the Code, or if none of the members are exempt organizations under Section 501(c)(3) of the Code, then to such other exempt organization(s) under Section 501(c)(3) of the Code as shall be determined by the Board. (3) Any other assets not so disposed of shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. NINTH: The Corporation shall indemnify (a) its Directors to the full extent permitted by the General Laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures provided by such laws; (b) its officers to the same extent it shall indemnify its directors; and (c) its officers who are not directors to such further extent as shall be authorized by the Board and be consistent with law; provided, however, the foregoing shall not limit the authority of the Corporation to indemnify other employees and agents consistent with law, and that indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax under Section 501(c)(3) of the Code and contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Code. To the fullest extent permitted by Maryland statutory or decisional law, as amended or interpreted, no director or officer of this Corporation shall be personally liable to the Corporation or its Members for money damages, provided, however, that the foregoing limitation of Director and officer liability shall only be to the extent permitted of organizations which are exempt from federal income tax under Section 501(c)(3) of the Code and contributions to which are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Code. No amendment of the charter of the Corporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors and officers under this provision with respect to any act or omission which occurred prior 4

5 to such amendment or repeal. TENTH: The duration of the Corporation shall be perpetual. IN WITNESS WHEREOF, I have signed these Articles of Amendment and Restatement, acknowledging the same to be my act, on, WITNESS/ATTEST Rhonda Henley, Secretary Michael Gaba, President The undersigned, Michael Gaba, President of Green Acres School, Incorporated, who executed on behalf of said Corporation the foregoing Articles of Amendment and Restatement, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Amendment and Restatement to be the corporate act of said Corporation and further certifies that, to the best of her knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury. Michael Gaba, President I hereby consent to act as resident agent in the State of Maryland for Green Acres School, Incorporated., Resident Agent 5